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Public Chatter
Public Chatter provides practical guidance—and the latest developments—to those grappling with public company securities law and corporate governance issues, through content developed from an in-house perspective.
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The SEC’s Final Climate Rules: Eight Items That Changed From the Proposal
Understanding that many of you don't have time during a busy proxy season to read the 886 pages of the SEC's climate adopting release – but yet you're fielding questions from colleagues about what's in the new rules – here are some notable items that the SEC changed from the proposed rules:
Three Lawsuits Filed Against the SEC’s New Climate Rules (And Counting)
In Friday's blog, Allison Handy and Andrew Moore gave us five superb insights into "top of mind" topics about the SEC's new climate rules that people are talking about.
Day 2 “Headlines” for the SEC’s New Climate Disclosure Rules
We know you're already fielding a multitude of questions about the SEC's new climate risk disclosure rules.
The SEC Adopts a Climate Disclosure Rule: No Scope 3 Emissions Disclosure and 14 Other Things to Know
Yesterday, the SEC adopted a final climate disclosure rule.
Five Years Later! The SEC’s Proxy Advisor Rule is Vacated
Five years in the making! Recently, the US District Court for DC granted summary judgment and held that the SEC's rule regarding proxy advisors should be vacated.
Is the Cat Out of the Bag on Climate Disclosure?
We shall see the final climate rule from the SEC tomorrow – and there surely will be much ink spilled on what will now be required (as of the compliance dates that the SEC chooses). There also will be much conjecture on the nature – and the number perhaps – of lawsuits filed challenging the SEC's rulemaking.
8 Things to Know Right Now
Here's our latest edition of our monthly feature – a quick snapshot of recent developments:
March 6th: The SEC Will Consider Adopting Climate Disclosure Rule
It's happening! The SEC has posted this Sunshine Act notice to inform us that it will hold an open Commission meeting next Wednesday, March 6th to decide whether to adopt a final climate disclosure rule.
What are the traits of an effective corporate secretary?
Another in the "newbies" series: The people that wear the corporate secretary's hat are among the most amazing people you could meet. Their wide range of skills are incredible to behold. Yet, they are among the humblest—the nicest—people around.
The SEC’s Final Climate Rules: Coming Soon? (And Without Scope 3 Requirements?)
A number of media outlets (such as this Politico article and this Forbes piece) are reporting that the SEC
Delaware Chancellor Invalidates Tesla’s Compensation Grant: 3 Lessons Learned
In a lengthy opinion that unwound an eye-popping $55 billion compensation grant, the Delaware Court of Chancery's Chancellor Kathaleen McCormick invalidated Tesla's huge compensatory equity grant to Elon Musk, its Chair and CEO.
A New Guide: "How to Write a Comment Letter to the SEC on a Rulemaking"
I have put together this "How to Write a Comment Letter to the SEC on a Rulemaking" Guide. Check it out! It covers these two topics:
A Director Needs to Take a Leave of Absence? 5 Considerations
Here's a topic that hasn't been written about - but that I hear a lot about - so you're likely to encounter it if you do this stuff long enough. A member on your board seeks to take a prolonged leave of absence for personal or other reasons. Maybe the director has scheduled surgery and can't travel. They could be ill. Or perhaps they have an ill spouse that needs immersive care.
How to Become a “Power Prompter”
We've all heard the term "power user." Someone who has excelled in some type of technology – or maybe they can simply type fast – that gives them a productively edge when leveraging technology. Many of us in the legal profession – at least the older generations – have long given up hope that we can become a "power user."
Shareholder Proposals: A Rare Foray into Court
Most readers of this blog are familiar with the usual process to seek to keep a Rule 14a-8 shareholder proposal out of a company's proxy statement. Write a letter to the Corp Fin Staff arguing that the proposal does not comply with Rule 14a-8's requirements and hope the Staff agrees that they will not seek enforcement action if the company leaves the proposal out.